4.14 SR 11-07-2022 ADD ON - Laserfiche WebLink

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49461726v5 5 222417v6 either case without Objections being cured within the allowable periods, Purchaser may, at its sole election, do any of the following: (1) Termination. Terminate this Agreement without any liability on its part. The Deposit shall be refunded to Purchaser, and neither party shall have any further rights or obligations hereunder other than those rights and/or obligations which are expressly stated to survive expiration or termination of this Agreement. (2) Waiver. Waive such objections and take title to the Property subject to such objections. 8. REPRESENTATIONS OF SELLER. Seller as part of the consideration therefore, represents, warrants, and covenants with Purchaser and its successors and assigns that: (a) That Seller has the requisite power and authority to enter into this Purchase Agreement and the closing documents relating thereto to be signed by it; that the execution, delivery and performance by Seller of such documents do not conflict with or result in violation of any judgment, order or decree of any court to which Seller is a party; such documents are valid and binding obligations of Seller. (b) There are no existing claims, actions, suits or other proceedings pending, or to the knowledge of Seller, threatened by any governmental department or agency, or any other corporation, partnership or entity or person whomsoever against Seller or the Seller Property, which in any manner or to any extent may detrimentally affect the Property or Purchaser’s right, title or interest in and to any part or all of the Property after Closing. Furthermore, Seller has not received any notice of any pending condemnation, eminent domain or other similar action, suit or proceeding that would affect the Seller Property. (c) Other than Seller there are no other tenants or occupants of the Property and Seller has not entered into any other contracts, agreements or understandings, whether oral or written, for the sale of all or any portion of the Seller Property, and there are no existing rights of first refusal or options to purchase all or any portion of the Seller Property, or any other rights of others that might prevent the consummation of this Agreement. (d) On the Closing Date there will be no (i) outstanding leases or occupancy agreements, or (ii) outstanding contracts made by Seller for any improvements to the Seller Property which have not been fully paid for or for which Seller shall not have made arrangements to pay off, at Closing, or that will affect the Seller Property or be binding upon Purchaser or upon the Property subsequent to Closing without Purchaser’s written consent; and Seller shall cause to be discharged all mechanic’s or materialmen’s liens arising from any labor or materials furnished to the Seller Property that were made at the request of Seller, its agents, or contractors, prior to the Closing Date and any mortgages or other such similar encumbrances. (e) Seller has not received any notice of any actual or proposed special assessments or reassessments of the Property.